Top-Up Rights definition
Examples of Top-Up Rights in a sentence
Top-Up Rights; Permitted Reacquisitions; Exchange of Share Certificates .
If any Shares, Warrants or Post-Closing Top-Up Rights shall not have been surrendered immediately prior to the date on which the relevant portion of the Merger Consideration would otherwise escheat to or become the property of any Governmental Authority, such portion of the Merger Consideration shall, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of all claims or interest of any Person previously entitled thereto.
Each Top-Up Warrant shall provide that the Top-Up Rights in respect of the applicable Eligible Issuance shall expire on the earlier of the date that is (i) the expiry date of such Top-Up Warrant, and (ii) the later of (A) ninety (90) days after the Triggering Event, or (B) ninety (90) days after the issuance of the Top-Up Shares under such Eligible Issuance by the Company.
Top-Up Rights; Permitted Reacquisitions; Exchange of Share Certificates......................48 Section 6.8. Spin-off Distributions..............................50 Section 6.9.
Except for the Shares, the Equity Awards set forth on Section 4.4(c) of the Company Disclosure Schedule or granted in accordance with Section 6.2(b), the Warrants set forth on Section 4.4(f) of the Company Disclosure Schedule, the Existing Top-Up Rights and, as of the Effective Time, the Post-Closing Top-Up Rights, the Company does not have any other Equity Securities that are issued and outstanding.
In the event that the consideration for the Shares giving rise to the Top-Up Rights is other than cash (e.g., in connection with a merger or acquisition of assets), the subscription price for purposes of the Top-Up Warrants shall be equal to the price per Share ascribed to the value of a Share issued in the relevant transaction, as determined by the Board of Directors in good faith, subject to the minimum price permitted under the polices of the CSE or any other applicable stock exchange.
For greater certainty, if Top-Up Rights arise due to the conversion of convertible debt, the subscription price shall be the conversion price, subject to the minimum price permitted under the polices of the CSE or any other applicable stock exchange.
Purchaser may elect to purchase additional shares pursuant to this Section 6.1(b) only in response to the first two exercises by Sprint of the Sprint Top-Up Rights.
The total proceeds raised in the IPO (net of underwriting commissions and discounts and excluding the proceeds from any exercise of the Top-Up Rights) are referred to herein as the "Total Proceeds".
Both the Top-Up Right pursuant to Section 2.02 ("Top-Up" Rights) and the Subscription Right pursuant to Section 2.03 (Subscription Right) shall terminate upon the sale or any other transfer of shares of Common Stock such that ELM in combination with its Affiliates no longer beneficially owns more than 50% of the Common Stock on a fully diluted basis.